Certified True Copy Format for a Bank
Banks expect a certified true copy on the company's letterhead naming the meeting particulars, quorum, the exact operative resolution (account opening, signatory change, or facility approval), and a signature block matching whichever director(s) or CS the bank's own board resolution format asks for — sometimes still with the common seal affixed.
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Select one or more resolutions to be passed at the same board meeting.
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What banks look for beyond the generic format
Most banks issue their own board resolution proforma alongside an account opening or loan application, and expect the certified copy to mirror it closely — the same operative language ('RESOLVED THAT... be and is hereby authorised to operate the account...'), the same named signatories, and the same account or facility details. A certified copy drafted in different language, even if legally equivalent, sometimes gets kicked back by branch staff simply because it doesn't match their checklist. Where a bank's own proforma is available, it's worth cross-checking the generated resolution against it before submission.
For term loans, overdraft facilities, or any resolution involving a charge on company assets, banks typically want to see two directors sign the certified copy rather than one, plus explicit reference to the sanctioned amount and the assets being offered as security — matching what actually went before the Board, not a generic borrowing-powers resolution.
The common seal question
Legally, the common seal became optional for most Indian companies after the Companies (Amendment) Act, 2015 — a company can choose not to have one at all. In practice, a number of banks, particularly for older or more conservative internal processes, still ask for the seal to be affixed on the certified copy alongside the director's or CS's signature. Since this varies bank to bank and isn't governed by the Companies Act directly, it's worth confirming with the specific bank rather than assuming either way — this tool includes an optional common seal toggle for exactly this reason.
It's also worth naming the bank explicitly in the 'furnished to' field when generating the certified copy — many banks' internal checklists expect the certified copy itself to state who it was issued for, not just the covering letter that accompanies it.
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Why this matters
A resolution on its own is an internal minute — a bank, the ROC, or a counterparty wants the certified true copy. Getting both right, every time, is what turns a compliance conversation into an engagement.
Related tools
Drafting resolutions for many companies? PracticeFlow keeps every company's records and deadlines in one place — so this draft is never the last document you need for a client.
See PracticeFlow for CS FirmsThis is a draft template. Review against your Articles of Association and the Companies Act, 2013 before use — not legal advice.